SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Keith R. Alexandra
(Last) (First) (Middle)
ONE PROCTER & GAMBLE PLAZA
(Street)
CINCINNATI OH 45202
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PROCTER & GAMBLE Co [ PG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CEO - Beauty
3. Date of Earliest Transaction (Month/Day/Year)
10/21/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/21/2020 M 6,660 A $85.13 16,648.537 I By Spouse
Common Stock 10/21/2020 S 6,660 D $144 9,988.537 I By Spouse
Common Stock 10/21/2020 M 7,514 A $80.29 17,502.537 I By Spouse
Common Stock 10/21/2020 S 7,514 D $144 9,988.537 I By Spouse
Common Stock 10/21/2020 M 5,689 A $91.07 15,677.537 I By Spouse
Common Stock 10/21/2020 S 5,689 D $144 9,988.537 I By Spouse
Common Stock 10/21/2020 M 24,669 A $85.13 72,960.157 D
Common Stock 10/21/2020 S 24,669 D $143.7529(1) 48,291.157 D
Common Stock 10/21/2020 M 31,138 A $80.29 79,429.157 D
Common Stock 10/21/2020 S 31,138 D $143.7529(1) 48,291.157 D
Common Stock 10/21/2020 M 23,573 A $91.07 71,864.157 D
Common Stock 10/21/2020 S 23,573 D $143.7529(1) 48,291.157 D
Common Stock 2,274.9828(2) I By Retirement Plan Trustee
Common Stock 5,711.6409(2) I By Spouse, By Retirement Plan Trustee
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (3) 09/30/2020 A V 134.6913 (4) (4) Common Stock 134.6913 $0 5,675.1557 I By Retirement Plan Trustee
Series A Preferred Stock (3) 09/30/2020 A V 129.5219 (4) (4) Common Stock 129.5219 $0 1,704.9955 I By Spouse, By Retirement Plan Trustee
Stock Option (Right to Buy) $85.13 10/21/2020 M 6,660 02/27/2018 02/27/2025 Common Stock 6,660 $0 0 I By Spouse
Stock Option (Right to Buy) $80.29 10/21/2020 M 7,514 02/28/2019 02/27/2026 Common Stock 7,514 $0 0 I By Spouse
Stock Option (Right to Buy) $91.07 10/21/2020 M 5,689 02/28/2020 02/26/2017 Common Stock 5,689 $0 0 I By Spouse
Stock Option (Right to Buy) $85.13 10/21/2020 M 24,669 02/27/2018 02/27/2025 Common Stock 24,669 $0 0 D
Stock Option (Right to Buy) $80.29 10/21/2020 M 31,138 02/28/2019 02/27/2026 Common Stock 31,138 $0 0 D
Stock Option (Right to Buy) $91.07 10/21/2020 M 23,573 02/28/2020 02/26/2027 Common Stock 23,573 $0 0 D
Explanation of Responses:
1. Weighted average price of the shares sold. The price range was $143.72 to $143.87. Full information regarding the number of shares sold at each separate price available upon request.
2. Reflects adjustment to PST through September 30, 2020.
3. Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.
4. Shares held by Retirement Plan Trustees. If Officer terminates employment and elects distribution of shares, or, if after age 50 elects alternative investment within Plan, Preferred Stock converted/redeemed at specified conversion/exercise price.
/s/ Aaron B. Shepherd, attorney-in-fact for R. Alexandra Keith 10/22/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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